Common use of Additional Term Loans Clause in Contracts

Additional Term Loans. With the prior consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, the Borrower shall have the right at any time and from time to time during the period from the Availability Termination Date to but excluding the Maturity Date, to request the making of additional Term Loans (the “Additional Term Loans”) (provided, that after giving effect to the making of Additional Term Loans, the aggregate outstanding principal amount of Term Loans may not exceed $400,000,000 less the amount of any voluntary prepayments of Term Loans) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall be forwarded by the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than 4 requests for Additional Term Loans during the term of this Agreement. Each such borrowing of Additional Term Loans must be in an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof. The Joint Lead Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Additional Term Loans, including decisions, which shall be subject to the approval of the Borrower, as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to any such Additional Term Loans and the allocations of any such Additional Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to make an Additional Term Loan, and any new Lender becoming a party to this Agreement in connection with any such making of Additional Term Loans must be an Eligible Assignee. The making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such making of Additional Term Loans, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such making of Additional Term Loans except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such Additional Term Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Additional Term Loans; (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) in the case of a Lender that has notified the Administrative Agent in writing that it wants to receive Notes, a new Term Note executed by the Borrower, payable to such new Lenders, and replacement Term Notes executed by the Borrower payable to such existing Lenders making such Additional Term Loans in the aggregate outstanding principal amount of such Lender’s Term Loan at the time of the making of such Additional Term Loans. In connection with the making of Additional Term Loans pursuant to this Section 2.9., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative LEGAL02/36006473v7 Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Additional Term Loans. With the prior consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, the The Borrower shall have the right at any time and from time to time during after the period from the Availability Termination Closing Date to but excluding the Maturity Date, Date to request two increases in the making of additional Term Loans (the “Additional Term Loans”) (provided, that after giving effect to the making of Additional Term Loans, the aggregate outstanding principal amount of the Term Loans may not exceed $400,000,000 less the amount of any voluntary prepayments of Term Loans) Loan by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall be forwarded by the Agent to each Lendergiven; provided, however, that the Borrower combined aggregate principal amount of such increases of the Term Loan shall not have the right to make more than 4 requests for Additional Term Loans during the term of this Agreementexceed $50,000,000. Each such borrowing of Additional increase in the Term Loans Loan must be in an aggregate minimum amount of $5,000,000 10,000,000 and integral multiples of $5,000,000 10,000,000 in excess thereof. The Joint Lead ArrangersAdministrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Additional increase in the Term LoansLoan, including decisions, which shall be subject to the approval of the Borrower, decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to any such Additional Term Loans increase and the allocations of any such Additional the increase in the Term Loans Loan among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to make an Additional increase the principal amount of the Term Loan, and any new Lender becoming a party to this Agreement in connection with any Loan made by such making Lender. Effecting the increase of Additional the Term Loans must be an Eligible Assignee. The making of Additional Term Loans Loan under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such making of Additional Term Loansincrease, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party it is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such making of Additional Term Loans except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunderincrease, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary a Responsible Officer of (A) all partnership or corporate and other necessary action taken by the Borrower to authorize such Additional Term Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Additional Term Loansincrease; (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and the GuarantorsBorrower, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) except in the case of a Lender that has notified the Administrative Agent in writing that it wants elected not to receive Notesa Term Note, a new Term Note Notes executed by the Borrower, payable to such any new Lenders, Lenders and replacement Term Notes executed by the Borrower Borrower, payable to such any existing Lenders making such Additional increasing the principal amount of their Term Loans Loan, in the aggregate outstanding principal amount of such Lender’s Term Loan at the time of the making effectiveness of such Additional the applicable increase in the aggregate principal amount of the Term LoansLoan. In connection with any increase in the making aggregate principal amount of Additional the Term Loans Loan pursuant to this Section 2.9., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative LEGAL02/36006473v7 Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actrequest.

Additional Term Loans. With the prior consent of the Administrative Agent, such Agent (which consent shall not to be unreasonably withheld, conditioned or delayed), the Borrower shall have the right at any time and from time to time during the period from the Availability Termination Date to but excluding the Maturity Date, to request the making of additional Term Loans (the “Additional Term Loans”) (provided, that after giving effect to the making of Additional Term Loans, a one-time increase in the aggregate outstanding principal amount of Term the Loans may not exceed $400,000,000 less the amount of any voluntary prepayments of Term Loans) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall be forwarded by given. Such increase in the Agent to each Lender; provided, however, aggregate amount of the Borrower shall not have the right to make more than 4 requests for Additional Term Loans during the term of this Agreement. Each such borrowing of Additional Term Loans must be in an aggregate minimum amount integral multiple of $5,000,000 and integral multiples of $5,000,000 in excess thereof. The Joint Lead Arrangers5,000,000; provided, in consultation with the Borrower, shall manage all aspects of the syndication of such Additional Term Loans, including decisions, which shall be subject to the approval of the Borrower, as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect that after giving effect to any such Additional Term increase pursuant to this Section, the aggregate outstanding principal amount of the Loans may not exceed $250,000,000. Any such increase shall be effected either by an existing Lender increasing the principal amount of its Loan or by a Person becoming a Lender hereunder and making a Loan to the allocations of any such Additional Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lendersBorrower. No existing Lender shall be obligated in any way whatsoever required to make an Additional Term Loan, increase the amount of its Loan hereunder and any new Lender Person becoming a party to Lender under this Agreement in connection with any such making of Additional Term Loans requested increase must be an Eligible Assignee. The making No increase in the aggregate outstanding principal amount of Additional Term the Loans may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such making of Additional Term Loans, increase or (y) the representations and warranties any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party shall be is not (or would not be) true and or correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such making of Additional Term Loans increase (except to the extent that such for representations and or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such Additional Term Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Additional Term Loans; (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) in the case of a Lender that has notified the Administrative Agent in writing that it wants to receive Notes, a new Term Note executed by the Borrower, payable to such new Lenders, and replacement Term Notes executed by the Borrower payable to such existing Lenders making such Additional Term Loans in the aggregate outstanding principal amount of such Lender’s Term Loan at the time of the making of such Additional Term Loans). In connection with any increase in the making aggregate amount of Additional Term the Loans pursuant to this Section 2.9.subsection, (a) any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing the amount of its Loan, receives a new or replacement Note, as appropriate, in the case amount of any Lender that is organized under the laws of a jurisdiction outside such Lender’s Loan within 2 Business Days of the United States effectiveness of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative LEGAL02/36006473v7 Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actapplicable increase.

Additional Term Loans. With the prior consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, the The Borrower shall have the right at any time and from time up to time during the period from the Availability Termination Date three times prior to but excluding the Maturity DateMarch 20, 2010 to request the making of additional Term Loans (the “Additional Term Loans”) (provided, that after giving effect to the making of Additional Term Loans, increases in the aggregate outstanding principal amount of Term the Loans may not exceed $400,000,000 less the amount of any voluntary prepayments of Term Loans) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall be forwarded by given. Any such increase in the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than 4 requests for Additional Term Loans during the term of this Agreement. Each such borrowing of Additional Term Loans must be in an aggregate minimum amount of $5,000,000 10,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. The Joint Lead Arrangersthereof (or such lesser aggregate minimum amount as the Agent and the Borrower may agree); provided, in consultation with the Borrower, shall manage all aspects of the syndication of such Additional Term Loans, including decisions, which shall be subject to the approval of the Borrower, as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect that after giving effect to any such Additional Term increase pursuant to this Section, the aggregate outstanding principal amount of the Loans may not exceed $250,000,000. Any such increase shall be effected either by an existing Lender increasing the principal amount of its Loan or by a Person becoming a Lender hereunder and making a Loan to the allocations of any such Additional Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lendersBorrower. No existing Lender shall be obligated in any way whatsoever required to make an Additional Term Loan, increase the amount of its Loan hereunder and any new Lender Person becoming a party to Lender under this Agreement in connection with any such making of Additional Term Loans requested increase must be an Eligible AssigneeAssignee unless the Agent and the Borrower otherwise agree. The making No increase in the aggregate outstanding principal amount of Additional Term the Loans may be effected under this Section is subject to the following conditions precedent: (x) no if a Default or Event of Default shall be in existence on the effective date of such making of Additional Term Loansincrease, (y) the representations and warranties if any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party shall be is not (or would not be) true and or correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such making of Additional Term Loans increase (except to the extent that such representations and warranties representation or warranty expressly relate relates solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and ) or (z) unless prior to, or at the Administrative Agent shall have received each of time of, such increase the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such Additional Term Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Additional Term Loans; (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) in the case of a Lender that has notified the Administrative Agent in writing that it wants to receive Notes, a new Term Note executed by the Borrower, payable to such new Lenders, and replacement Term Notes executed by the Borrower payable to such existing Lenders making such Additional Term Loans in the aggregate outstanding principal amount of such Lender’s Term the Loan at the time of the making of such Additional Term Loansheld by Xxxxx Fargo is $50,000,000 or less. In connection with any increase in the making aggregate amount of Additional Term the Loans pursuant to this Section 2.9.subsection, (a) any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing the amount of its Loan, receives a new or replacement Note, as appropriate, in the case amount of any Lender that is organized under the laws of a jurisdiction outside such Lender’s Loan within 2 Business Days of the United States effectiveness of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative LEGAL02/36006473v7 Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actapplicable increase.

Additional Term Loans. With the prior consent of the Administrative Agent, such Agent (which consent shall not to be unreasonably withheld, conditioned or delayed), the Borrower shall have the right at any time and from time to time during the period from the Availability Termination Date to but excluding the Maturity Date, to request increases in the making aggregate amount of additional the Term Loans (the “Additional Term Loans”) (provided, that after giving effect to the making of Additional Term Loans, the aggregate outstanding principal amount of Term Loans may not exceed $400,000,000 less the amount of any voluntary prepayments of Term Loans) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall be forwarded by the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than 4 requests for Additional Term Loans during the term of this Agreementgiven. Each such borrowing increase in the aggregate amount of Additional the Term Loans must be in an aggregate minimum amount of $5,000,000 10,000,000 and integral multiples of $5,000,000 in excess thereof. The Joint Lead Arrangers; provided, in consultation with the Borrower, shall manage all aspects of the syndication of such Additional Term Loans, including decisions, which shall be subject to the approval of the Borrower, as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect that after giving effect to any such Additional increases pursuant to this Section, the aggregate outstanding principal amount of the Term Loans may not exceed $350,000,000. Any such increase shall be effected either by an existing Lender increasing the principal amount of its Term Loan or by a Person becoming a Lender hereunder and making a Term Loan to the allocations of any such Additional Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lendersBorrower. No existing Lender shall be obligated in any way whatsoever required to make an Additional increase the amount of its Term Loan, Loan hereunder and any new Lender Person becoming a party to Lender under this Agreement in connection with any such making of Additional Term Loans requested increase must be an Eligible Assignee. The making No increase in the aggregate outstanding principal amount of Additional the Term Loans may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on the effective date of such making of Additional Term Loans, increase or (y) the representations and warranties any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party shall be is not (or would not be) true and or correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such making of Additional Term Loans increase (except to the extent that such for representations and or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such Additional Term Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Additional Term Loans; (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) in the case of a Lender that has notified the Administrative Agent in writing that it wants to receive Notes, a new Term Note executed by the Borrower, payable to such new Lenders, and replacement Term Notes executed by the Borrower payable to such existing Lenders making such Additional Term Loans ). In connection with any increase in the aggregate outstanding principal amount of the Term Loans pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing the amount of its Term Loan, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Term Loan at the time within 2 Business Days of the making of such Additional Term Loans. In connection with the making of Additional Term Loans pursuant to this Section 2.9., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside effectiveness of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative LEGAL02/36006473v7 Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actapplicable increase.

Additional Term Loans. With the prior consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, the (a) The Borrower shall have the right at any time and from time to time during the period from beginning on the Availability Termination Closing Date to but excluding the date that is six (6) months prior to the Maturity Date, Date to request the making of additional Term Loans (the “Additional Term Loans”) (provided, that after giving effect to the making of Additional Term Loans, the aggregate outstanding principal amount of Term Loans may not exceed $400,000,000 less the amount of any voluntary prepayments of Term Loans) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall be forwarded by the Agent to each Lender(an “Increase Request”); provided, however, that after giving effect to any such increases, the Borrower aggregate amount of the Term Loans shall not have the right to make more than 4 requests for Additional Term Loans during the term of this Agreementexceed $75,000,000. Each such borrowing of Additional Term Loans Increase Request must be in an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. The Joint Lead ArrangersAdministrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Additional increase in the Term Loans, including decisions, which shall be subject to the approval of the Borrower, decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to any such Additional increase in the Term Loans and the allocations of any such Additional the increase in the Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Promptly after delivery of the Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent and the Arranger governing, among other things, the syndication of such increase in the Term Loans and which shall include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Term Loans made pursuant to this Section shall be regarded as Term Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of, the Term Loans outstanding hereunder at the time such additional Term Loans are made. No Lender shall be obligated in any way whatsoever to make an Additional increase the principal amount of its Term Loan, Loans or provide a new Term Loan and any new Lender becoming a party to this Agreement in connection with any such making of Additional Term Loans requested increase must be an Eligible Assignee. The making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such making of Additional Term Loans, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such making of Additional Term Loans except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such Additional Term Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Additional Term Loans; (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) in the case of a Lender that has notified the Administrative Agent in writing that it wants to receive Notes, a new Term Note executed by the Borrower, payable to such new Lenders, and replacement Term Notes executed by the Borrower payable to such existing Lenders making such Additional Term Loans in the aggregate outstanding principal amount of such Lender’s Term Loan at the time of the making of such Additional Term Loans. In connection with the making of Additional Term Loans pursuant to this Section 2.9., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative LEGAL02/36006473v7 Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Additional Term Loans. With the The Borrower may, at its option, on one or more occasions prior consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, the Borrower shall have the right at any time and from time to time during the period from the Availability Termination Date to but excluding the Maturity Date, seek to request the making of receive one or more additional Term Loans term loans pursuant to this Section 2.20 (the each an “Additional Term LoansLoan”) (provided, that after giving effect to the making of ). The Borrower may request Additional Term Loans, the Loans in a minimum aggregate outstanding principal amount of for all Additional Term Loans may to be made on a specified day of not exceed less than $400,000,000 less the amount 50,000,000 or an increment of any voluntary prepayments of Term Loans) $5,000,000 in excess thereof by providing written notice to the Administrative Agent, which notice shall be irrevocable once given delivered at a time when no Default has occurred and is continuing and which notice shall be forwarded by specify (a) the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than 4 requests for Additional Term Loans during the term of this Agreement. Each such borrowing of Additional Term Loans must be in an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof. The Joint Lead Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication proposed date of such Additional Term Loans, including decisions, which shall (i) be subject to the approval of the Borrower, as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached a Business Day upon which a new Interest Period will commence with respect to any all outstanding Loans (by virtue of either the expiry of pre-existing Interest Periods or an election made by the Borrower pursuant to Section 2.08) and (ii) be not less than ten Business Days (or such shorter period as may be acceptable to the Administrative Agent and the Persons making the Additional Term Loans (each an “Additional Lender”)), nor more than forty-five days after the date of such notice, (b) the aggregate amount of such Additional Term Loans, (c) the Type of Loans selected and (d) in the allocations case of any such a Eurodollar Rate Loan Borrowing, the Interest Period applicable thereto; provided, that the aggregate amount of all Additional Term Loans among made pursuant to this Section 2.20 shall not exceed $300,000,000 (resulting in a maximum Aggregate Loan Amount of $900,000,000). The Borrower may, after giving such existing notice, offer the Additional Term Loan on either a ratable basis to the Lenders or a non pro-rata basis to one or more Lenders and/or to other banksbanks or entities reasonably acceptable to the Administrative Agent. Any Lender may, financial institutions and other institutional lenders. No Lender shall be obligated in its sole discretion, accept or reject any way whatsoever offer from the Borrower to make an Additional Term Loan. No consent of any Lender (other than the Lenders participating in such Additional Term Loan) shall be required for any Additional Term Loan pursuant to this Section 2.20. No Additional Term Loans shall be required to be made unless (a) the Additional Lenders, the Borrower and any the Administrative Agent shall have entered into an agreement in form reasonably satisfactory to the Administrative Agent pursuant to which (i) each Additional Lender shall agree to the amount of the new Additional Term Loan to be made by it, (ii) each Additional Lender becoming a not party to this Agreement in connection with any such making of Additional Term Loans must be an Eligible Assignee. The making of Additional Term Loans under this Section is subject prior to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such making Additional Term Loan shall agree to assume and accept the obligations and rights of a Lender hereunder, (iii) this Agreement shall be amended to reflect the Additional Term Loans, (yiv) the representations and warranties made or deemed made by Borrower shall deliver a certificate of a Responsible Officer of the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in dated the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such the making of the new Additional Term Loans except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered Agent evidencing the Borrower’s compliance, on a pro forma basis after giving effect to the Administrative Agentproposed Additional Term Loans, copies certified by with the Secretary or Assistant Secretary financial covenants herein recomputed as of (A) all partnership or other necessary action taken by the last day of the most recently ended fiscal quarter of the Borrower to authorize for which financial statements are available, and (v) the pricing, amortization, maturity and other terms of such Additional Term Loans shall be identical to those of the Initial Term Loans, and (Bb) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty conditions set forth in paragraphs (a) and (b) of such Additional Term Loans; (ii) if requested by Section 4.02 shall be satisfied and the Administrative AgentAgent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower. Substantially contemporaneously with the satisfaction of the foregoing conditions, an opinion of counsel to the Borrower and the Guarantors, and addressed each Additional Lender shall make available to the Administrative Agent and for the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) in the case account of a Lender that has notified the Administrative Agent in writing that it wants to receive Notes, a new Term Note executed by the Borrower, payable to such new Lenders, and replacement Term Notes executed by the Borrower payable to such existing Lenders making such the amount of its Additional Term Loans Loan in the aggregate outstanding principal amount of such Lender’s immediately available funds as set forth in Section 2.03(b). Each Additional Term Loan at the time of the making of such Additional Term Loans. In connection with the making of Additional Term Loans pursuant to this Section 2.9., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for a “Loan” hereunder subject to all the Administrative LEGAL02/36006473v7 Agent to comply with “know your customer” terms and anti-money laundering rules and regulations, including without limitation, the Patriot Actconditions hereof.

Additional Term Loans. With the prior consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, the Borrower shall have the right at any time and from time to time during the period from the Availability Termination Date to but excluding the Maturity Date, to request the making of additional Term Loans (the “Additional Term Loans”) (provided, that after giving effect to the making of Additional Term Loans, the aggregate outstanding principal amount of Term Loans may not exceed $400,000,000 less the amount of any voluntary prepayments of Term Loans) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall be forwarded by the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than 4 four (4) requests for Additional Term Loans during the term of this Agreement. Each such borrowing of Additional Term Loans must be in an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof. The Joint Lead Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Additional Term Loans, including decisions, which shall be subject to the approval of the Borrower, as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to any such Additional Term Loans and the allocations of any such Additional LEGAL02/38482536v6 Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to make an Additional Term Loan, and any new Lender becoming a party to this Agreement in connection with any such making of Additional Term Loans must be an Eligible Assignee. The making of Additional Term Loans under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such making of Additional Term Loans, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such making of Additional Term Loans except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such Additional Term Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Additional Term Loans; (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) in the case of a Lender that has notified the Administrative Agent in writing that it wants to receive Notes, a new Term Note executed by the Borrower, payable to such new Lenders, and and, if applicable, replacement Term Notes executed by the Borrower payable to such existing Lenders making such Additional Term Loans in the aggregate outstanding principal amount of such Lender’s Term Loan at the time of the making of such Additional Term Loans. In connection with the making of Additional Term Loans pursuant to this Section 2.9., any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative LEGAL02/36006473v7 Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

Additional Term Loans. With the prior consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, the The Borrower shall have the right at any time and from time to time during the period from beginning on the Availability Termination Effective Date to but excluding the Maturity Date, Date to request the making establishment of additional Term Loans one or more term loan commitments (the “Additional Term LoansLoan Commitments”) (provided, that after giving effect to the making of Additional Term Loans, the aggregate outstanding principal amount of Term Loans may not exceed $400,000,000 less the amount of any voluntary prepayments of Term Loans) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall be forwarded by the Agent to each Lendergiven; provided, however, that the Borrower aggregate amount of all Additional Term Loan Commitments shall not have the right to make more than 4 requests for exceed $200,000,000. Each requested Additional Term Loans during the term of this Agreement. Each such borrowing of Additional Term Loans Loan Commitment must be in an aggregate minimum amount of $5,000,000 25,000,000 and integral multiples of $5,000,000 in excess thereof. The Joint Lead ArrangersAdministrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of any such Additional Term LoansLoan Commitments and the allocations thereof, including decisions, which shall be subject to the approval of the Borrower, decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to any such Additional Term Loans and the allocations of any such Additional Term Loans Loan Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No existing Lender shall be obligated in any way whatsoever to make provide an Additional Term LoanLoan Commitment, and any new Lender becoming a party to this Agreement in connection with any such making of Additional Term Loans requested increase must be an Eligible Assignee. The making of Effecting an Additional Term Loans Loan Commitment under this Section is subject to the following conditions precedent: (x) no Default or Event of Default shall be in existence on the effective date of such making of Additional Term LoansLoan Commitment, (y) the representations and warranties made or deemed made by the Parent, the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such making of Additional Term Loans Loan Commitment except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited specifically and expressly permitted hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such Additional Term Loans Loan Commitment and the borrowing of loans thereunder and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Additional Term LoansLoan Commitments; (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, ; and (iii) in new Notes executed by the case of a Lender that has notified the Administrative Agent in writing that it wants Borrower, payable to receive Notes, a any new or existing Lenders providing an Additional Term Note Loan Commitment executed by the Borrower, payable to such new Lenders, and replacement Term Notes executed by the Borrower payable to such existing Lenders making such Additional Term Loans in the aggregate outstanding principal amount of such Lender’s Term Loan at the time of the making of such Additional Term Loans. In connection with the making of providing any Additional Term Loans pursuant to this Section 2.9.Loan Commitment, any new Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request request. On the effective date of any Additional Term Loan Commitment, subject to the satisfaction of the terms and conditions herein, (x) each Lender providing an Additional Term Loan Commitment (each, an “Additional Term Loan Lender”) shall make a loan to the Borrower (an “Additional Term Loan”) in an amount equal to its Additional Term Loan Commitment, (y) each Additional Term Loan Lender shall become a Lender hereunder with respect to the Additional Term Loan Commitment and (2z) in the case of any Lender that is organized under the laws of each Additional Term Loan shall become a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative LEGAL02/36006473v7 Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot ActLoan hereunder.

Additional Term Loans. With the prior consent of the Administrative Agent, such Agent (which consent shall not to be unreasonably withheld, conditioned or delayed), the Borrower shall have the right at any time and from time to time during right, within ninety (90) days of the period from the Availability Termination Date to but excluding the Maturity Agreement Date, to request the making of additional Term Loans (the “Additional Term Loans”) (provided, that after giving effect to the making of Additional Term Loans, a one-time increase in the aggregate outstanding principal amount of Term the Loans may not exceed $400,000,000 less the amount of any voluntary prepayments of Term Loans) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and shall be forwarded by given. Such increase in the Agent to each Lender; provided, however, aggregate amount of the Borrower shall not have the right to make more than 4 requests for Additional Term Loans during the term of this Agreement. Each such borrowing of Additional Term Loans must be in an aggregate minimum amount integral multiple of $5,000,000 and integral multiples of $5,000,000 in excess thereof. The Joint Lead Arrangers10,000,000; provided, in consultation with the Borrower, shall manage all aspects of the syndication of such Additional Term Loans, including decisions, which shall be subject to the approval of the Borrower, as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect that after giving effect to any such Additional Term increase pursuant to this Section, the aggregate outstanding principal amount of the Loans may not exceed $150,000,000. Any such increase shall be effected either by an existing Lender increasing the principal amount of its Loan or by a Person becoming a Lender hereunder and making a Loan to the allocations of any such Additional Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lendersBorrower. No existing Lender shall be obligated in any way whatsoever required to make an Additional Term Loan, increase the amount of its Loan hereunder and any new Lender Person becoming a party to Lender under this Agreement in connection with any such making of Additional Term Loans requested increase must be an Eligible Assignee. The making No increase in the aggregate outstanding principal amount of Additional Term the Loans may be effected under this Section is subject to the following conditions precedent: if (x) no a Default or Event of Default shall be in existence on as of the effective date of such making of Additional Term Loansincrease, or immediately thereafter, and after giving effect thereto, or (y) the representations and warranties any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party shall be is not (or would not be) true and or correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such making of Additional Term Loans increase (except to the extent that such for representations and or warranties which expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such Additional Term Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Additional Term Loans; (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) in the case of a Lender that has notified the Administrative Agent in writing that it wants to receive Notes, a new Term Note executed by the Borrower, payable to such new Lenders, and replacement Term Notes executed by the Borrower payable to such existing Lenders making such Additional Term Loans in the aggregate outstanding principal amount of such Lender’s Term Loan at the time of the making of such Additional Term Loans). In connection with any increase in the making aggregate amount of Additional Term the Loans pursuant to this Section 2.9.Section, (a) any Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (b) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing the amount of its Loan, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Loan within two (2) in the case of any Lender that is organized under the laws of a jurisdiction outside Business Days of the United States effectiveness of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative LEGAL02/36006473v7 Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Actapplicable increase.